Rupert Resources : MD&A for 6 months ended August 2023

Rupert Resources Limited

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE AND SIX MONTHS ENDED AUGUST 31, 2023

Rupert Resources Management Discussion and Analysis August 2023

TABLE OF CONTENTS
Background	1
Technical Information	1
Company Overview and Discussion of Operations	1
Other developments during the six months ended August 31, 2023	5
Status, Plans and Expenditures	6
Achievement of plans and milestones in the six months ended August 31, 2023	7
Summary of Financial and Operating Performance	8
Management's Report on Internal Controls and Procedures	17
Management's Responsibility for Financial Information	18
Changes in internal controls over financial reporting	18
Approval	18
Additional Information	18
Statement Regarding Forward-Looking Information	18

Rupert Resources Management Discussion and Analysis August 2023

Background

This Management's Discussion and Analysis ("MD&A") of the financial position and results of operations is prepared as at October 12, 2023 and should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of Rupert Resources Ltd (the "Company" or "Rupert") as at August 31, 2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and International Accounting Standards and covering the three and six months ended August 31, 2023.

Unless otherwise noted, all currency figures in the MD&A are presented in Canadian Dollars.

Rupert is a publicly listed company, the ordinary shares (the "Ordinary Shares") of which have been listed since December 12, 2022 on the Toronto Stock Exchange ("TSX") under the symbol "RUP", having graduated from the TSX Venture Exchange ("TSX-V"). The Company's Ordinary Shares had been listed for trading on the TSX-V since prior to February 28, 1998. To the knowledge of directors and officers of Rupert, the Company's outstanding Common Shares are widely held. These holdings can change at any time at the discretion of the owner(s).

This MD&A contains forward-looking information, such as statements regarding the Company's future plans and objectives that are subject to various risks and uncertainties, and those set forth in "Statement Regarding Forward-LookingInformation" and "Risks and Uncertainties" in this document. The Company cannot assure investors that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. The results for the periods presented are not necessarily indicative of the results that may be expected for any future periods. Investors are cautioned not to place undue reliance on this forward-looking information.

Technical Information

The technical information about the Company's mineral properties contained in this MD&A, other than information summarized or extracted from the Technical Reports (as defined below), has been prepared under the supervision of Mr Craig Hartshorne, a Chartered Geologist at the Geological Society of London, who is a "qualified person" within the meaning of NI 43-101. Mr Hartshorne has reviewed the contents of this MD&A and has consented to the inclusion in this MD&A of all technical statements, other than information summarized or extracted from the Ikkari PEA (see "Company Overview and Discussion of Operations: Company Overview"), in the form and context in which they appear and confirms that such information fairly represents the underlying data and study results.

Company Overview and Discussion of Operations

Company Overview

Rupert is a company incorporated under the laws of the Province of British Columbia and is focused on making and advancing discoveries of scale and quality with high margin and low environmental impact potential. The Company has two projects located in Finland and two projects located in Ontario and British Columbia respectively.

The Company's core focus is the 100%-held Rupert Lapland Project Area including, in particular, the Ikkari discovery ("Ikkari"), and the permitted Pahtavaara mine and mill ("Pahtavaara Mine" or "Pahtavaara"), both located within a wider 490km2 regional licence holding in the Central Lapland Greenstone Belt ("CLGB") of Northern Finland (together: the "Rupert Lapland Project Area"). No licence holdings are situated on Natura 2000 reservations.

In June 2023, amendments of the Finnish Mining Act of 2011 came into force. Exploration licences continue to be valid for up to 15 years but shall require majority landowner consent after the 10th anniversary, while the maximum duration of reservations is reduced to 1 year, previously 2. Should landowner consent not be forthcoming for extension of exploration licences beyond 10 years, the holder may apply to the Government for support. Following their expiry, reservations can subsequently be applied for as exploration licences. Each are awarded by the Finnish Safety and Chemical Agency ("Tukes") and confer upon the holder exclusive rights of prospecting and exploration for minerals, while mining licences also confer rights of exploitation, and the establishment of facilities for collection and

Rupert Resources Management Discussion and Analysis August 2023

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processing of minerals found in the area granted. Per the June 2023 amendments, municipalities also now have an increased role with the requirement that mining operations be allowed for in a detailed land use plan.

The Company's interests in Finland represent its core focus and comprise the following:

Ikkari

Ikkari is a gold discovery made by the Company in 2020 pursuant to its on-going grassroots exploration activities across the Rupert Lapland Project Area. The maiden NI 43-101 compliant mineral resource estimate ("MRE") was announced by the Company in September 2021. Further to this, the company has been conducting additional drilling activities in and around Ikkari, as well as progressing with environmental and permitting matters (see: "Discussion of Operations: Rupert Lapland Project Area", "Status, Plans and Expenditures" and "Achievement of Plans and Milestones in the six months ended August 31, 2023").

In November 2022 the Company announced the completion of a NI 43-101-compliant Preliminary Economic Assessment ("PEA") and which included an updated MRE for the Rupert Lapland Project including the Ikkari, Pahtavaara and Heinä Central deposits - see the technical report entitled "Preliminary Economic Assessment Ikkari and Pahtavaara - Finland" with an effective date of March 10, 2023 prepared by Tetratech Limited Ltd. (the "Ikkari PEA"). The Ikkari PEA is available on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.rupertresources.com).

The Ikkari PEA contemplates a phased mine plan in order to optimize cashflows in the earlier years of activity, with an open-pit operation at Ikkari in the first 11 years, transitioning to Ikkari underground (years 10-23) and Pahtavaara-derived concentrate (years 11-24). The after-tax Net Present Value ("NPV") (5% discount rate) is US$1.6 billion, with and unlevered internal rate of return ("IRR") of 46% and payback within 2 years, assuming a gold ("Au") price of US$1,650 per Troy ounce ("oz"). Over the 22-year life of mine ("LOM"), the PEA demonstrates recovered gold of 4.25 million ounces ("Moz Au"), with average annual production of 200,000 Troy ounces ("ozs") Au. Open pit operation is expected to support average annual production of 220,000 ozs Au.

The combined MRE for the Rupert Lapland Project Area, as disclosed in the Ikkari PEA, comprises 48 million tonnes ("Mt") at 2.5 grams per tonne gold ("g/t Au") in the Indicated category for 3.86Moz Au, together with 20Mt at 1.9g/t Au in the Inferred category for 1.26Moz Au. The MRE for the Rupert Lapland Project Area is set out in further detail on the following page. The Ikkari PEA should be referred to for further information:

Rupert Resources Management Discussion and Analysis August 2023

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Mineral Resource Estimate for the Rupert Lapland Project Area
Classification	Target Area	Mining Method	Cut-off	Tonnage (Mt)	Gold grade		Gold contained
Au (g/t)	Au (g/t)	Kg	Ounces
		Open Pit	0.5	30,000,000	2.5	74,500	2,400,000
	Ikkari	Underground	1.0	16,500,000	2.4	39,800	1,280,000
		Total		46,400,000	2.5	114,300	3,680,000
Indicated		Open Pit	0.5	900,000	2.2	1,900	60,000
	Pahtavaara	Underground	1.5	1,000,000	3.7	3,700	120,000
		Total		1,900,000	3.0	5,600	180,000
	Indicated Total			48,300,000	2.5	120,000	3,860,000
		Open Pit	0.5	3,100,000	1.5	4,800	150,000
	Ikkari	Underground	1.0	8,700,000	2.0	17,200	550,000
		Total		11,800,000	1.9	22,000	710,000
	Pahtavaara	Open Pit	0.5	3,700,000	1.6	5,900	190,000
	Underground	1.5	2,200,000	3.1	6,800	220,000
Inferred
	Total		5,900,000	2.1	12,700	410,000
	Heinä Central	Open Pit	0.5	2,200,000	1.7	3,800	120,000
	(not included in mining	Underground	1.2	400,000	2.1	900	30,000
	inventory)	Total		2,700,000	1.8	4,700	150,000
	Inferred Total			20,400,000	1.9	39,000	1,260,000

The above Mineral Resource estimate included in the Preliminary Economic Assessment titled "Preliminary Economic Assessment Ikkari and Pahtavaara - Finland" with an effective date of January 10, 2023 prepared by Tetratech Limited Ltd. (the "Ikkari PEA") is reported according to the classification criteria set out in the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards for Mineral Resources and Reserves ("CIM Definition Standards"). These standards are internationally recognized and allow the reader to compare the Mineral Resource with that reported for similar projects. The results of the Ikkari PEA are set forth in an independent technical report prepared in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101") which was filed on SEDAR under the Company's profile on January 11, 2023. Readers are cautioned that the Ikkari PEA is preliminary in nature and is intended to provide an initial assessment of the project's economic potential and development options. The Ikkari PEA mine schedule and economic assessment includes numerous assumptions and is based on both Indicated and Inferred mineral resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the Ikkari PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the inferred mineral resources to be considered in future advanced studies. The Mineral Resource estimate for the Project is reported in accordance with National Instrument 43-101 ("NI 43-101") and has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines". The Mineral Resource estimates for Ikkari and Pahtavaara were calculated using the multiple indicator kriging method (MIK) and are classified as a combination of Indicated and Inferred as defined by the CIM. The Mineral Resource Estimate for Heinä Central was calculated using ordinary kriging method, and is classified as Inferred as defined by the CIM, and has not been included in the mining inventory. Numbers are affected by rounding. For Pahtavaara, the estimate was reported using cut-offs of 0.5g/t Au for mineralisation potentially mineable by open pit methods and 1.5g/t Au for that portion that is potentially extractable by underground methods, using recoveries of 89%. For Ikkari, the estimate was reported using cut-offs of 0.5g/t Au for mineralisation potentially mineable by open pit methods and 1.0g/t Au for that portion that is potentially extractable by underground methods, using recoveries of 95%. For Heinä Central, the estimate is reported using cut-offs of 0.5g/t Au for mineralisation potentially mineable by open pit methods and 1.2g/t Au for that portion that is potentially extractable by underground methods, using recoveries of 78%. All estimations use a gold price of EUR1650/oz to generate cut-off grades, recoveries as stated and costs derived from Ikkari PEA estimates.

Rupert Resources Management Discussion and Analysis August 2023